Corporation Reinstatement, Revival, and Revivor Packet - Florida

FLORIDA CORPORATION REINSTATEMENT, REVIVAL, AND REVIVOR PACKET

Administrative-dissolution route only. Use this packet only after confirming that the Department administratively dissolved the corporation under § 607.1420. A voluntarily dissolved, merged, converted, withdrawn, judicially dissolved, or expired corporation requires a different route.

Scope gate. Use for a domestic profit corporation. Excludes nonprofit, benefit, professional, regulated, insolvent, disputed-control, and foreign corporations.

1. STATUS AND CAUSE RECORD

Attach the Sunbiz entity record, dissolution notice, annual-report history, articles and amendments, bylaws, officer/director record, and registered-agent acceptance information.

2. SECTION 607.1420 DIAGNOSIS

Identify the statutory ground instead of assuming every dissolution arose from a late annual report.

During administrative dissolution, § 607.1420(5) limits the corporation to activities necessary to wind up, liquidate and distribute assets, and notify claimants. Do not treat the corporation as active before the Department accepts reinstatement.

3. SECTION 607.1422 APPLICATION

A qualifying corporation may apply for reinstatement after administrative dissolution by submitting all fees and penalties then owed and either the Department's reinstatement application or the permitted current annual-report substitute. The filing must be signed by both the registered agent and an officer or director and include the information required by § 607.1422.

☐ Correct Sunbiz reinstatement route opened using the corporation's document number.

☐ Corporate name, principal and mailing addresses, organization date, FEIN status, and at least one officer/director verified.

☐ Registered agent and registered office verified; agent acceptance completed.

☐ All portal-calculated fees and penalties reconciled before payment.

☐ Voluntary dissolution, merger, cancellation, or withdrawal ruled out.

4. NAME AND EFFECT GATES

If another eligible entity lawfully assumed the dissolved corporation's name, § 607.1422 requires an articles amendment changing the name before reinstatement can be accepted.

☐ Name status checked on [__/__/____].

☐ Required name amendment prepared and separately approved, if applicable.

Section 607.1422(4) provides statutory relation back and permits operation as if the administrative dissolution had not occurred, but it also preserves rights arising from reliance on the dissolution before the person knew or had notice of reinstatement. Record the statute; do not promise that reinstatement defeats every third-party right, cures every default, revives a limitations period, restores a license, or eliminates personal liability.

5. FILING-DAY CONTROL

As of 2026-07-29, Sunbiz states that a profit corporation's annual-report fee is $150 and its late fee is $400; the reinstatement instructions show a minimum amount due of $750 for an eligible profit corporation. These amounts can change and the portal must calculate the actual total for the entity.

☐ Current form, fee schedule, payment method, processing instruction, and email/address confirmed on filing day.

☐ Acceptance was verified on the official entity record rather than inferred from payment submission.

☐ Any rejection correction remained within the authority actually granted by the board and governing documents.

6. POST-REINSTATEMENT WORK

☐ Sunbiz record shows active status and correct registered-agent, address, officer, and director data.

☐ Acceptance record, annual report/reinstatement filing, payment receipt, and notices saved.

☐ Corporate records, tax accounts, payroll, licenses, insurance, banks, contracts, lenders, permits, and foreign qualifications reviewed separately.

☐ New annual-report calendar assigned and documented.

Prepared by: [________________________________]

Authorized reviewer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Florida Legislature — § 607.1420, administrative dissolution
• Florida Legislature — § 607.1422, reinstatement
• Florida Division of Corporations — online reinstatement instructions
• Florida Division of Corporations — profit-corporation annual-report instructions

Statutes, route, and stated filing amounts verified 2026-07-29; recheck the official record, portal calculation, and filing instructions immediately before submission.